Equifax Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

DEBT

DEBT

12 Months Ended

Dec. 31, 2015

Debt outstanding at December 31, 2015 and 2014 was as follows:



	December 31,
	2015		2014
	(In millions)

Commercial paper ("CP")	$	47.2	$	379.7
Notes, 6.30%, due July 2017	272.5		272.5
Notes, 3.30%, due Dec 2022	500.0		500.0
Debentures, 6.90%, due July 2028	125.0		125.0
Notes, 7.00%, due July 2037	250.0		250.0
Other	2.1		0.7
Total debt	1,196.8		1,527.9
Less short-term debt and current maturities	49.3		380.4
Less unamortized discounts	1.6		1.8
Total long-term debt, net of discount	$	1,145.9	$	1,145.7

Scheduled future maturities of debt at December 31, 2015, are as follows:



Years ending December 31,	Amount
	(In millions)
2016	$	49.3
2017	272.5
2018	—
2019	—
2020	—
Thereafter	875.0
Total debt	$	1,196.8

On November 21, 2015, the Company refinanced the existing unsecured revolving credit facility of $750.0 million set to expire on December 19, 2017, and entered into a new Credit Agreement (the “Senior Credit Facility”). The Senior Credit Facility includes a revolving credit facility of $900.0 million ("Revolver") and a delayed draw term loan of $800.0 million ("Term Loan Facility"), with maturity dates of November 21, 2020 and November 21, 2018, respectively, with an option to extend the maturity of the revolving credit facility by an additional two years. The Senior Credit Facility allows the Company to request incremental loans of up to $300.0 million. Borrowings may be used for general corporate purposes, including working capital, capital expenditures, acquisitions and share repurchase programs. Availability of the Senior Credit Facility for borrowings is reduced by the outstanding face amount of any letters of credit issued under the facility and, pursuant to our existing Board of Directors authorization, by the outstanding principal amount of our commercial paper notes.

Additionally, the Company entered into an $800.0 million 364-Day revolving credit facility on November 21, 2015 (the “364-Day Revolver” and together with the Revolver and the Term Loan Facility, the “Senior Credit Facilities”).

The Company expects to use proceeds from the Term Loan Facility and the 364-Day Revolver to finance the Veda acquisition. The commitments under the Term Loan Facility and the 364-Day Revolver will terminate if the agreement to acquire Veda is terminated or if the initial funding of such facility has not occurred by May 22, 2016. The obligations of the lenders to fund the Term Loan Facility and the 364-Day Revolver are subject to certain conditions, including the approval by Veda shareholders of the acquisition and the nonoccurence of a material adverse change related to Veda. The Term Loan Facility and the 364-Day Revolver provide that the Company may, upon notice to the administrative agent, terminate or permanently reduce any class of commitments. Commitments with respect to the 364-Day Revolver will also be reduced on a dollar-for-dollar basis to the extent the Company issues other senior indebtedness.

Under the Senior Credit Facilities, the Company must comply with various financial and non-financial covenants. The financial covenants require the Company to maintain a maximum leverage ratio, defined as consolidated funded debt divided by consolidated EBITDA (as set forth in the Senior Credit Facilities) for the preceding four quarters, of not more than 3.5 to 1.0. The Company may, subject to the terms of the Senior Credit Facilities, increase the covenant by 0.5 (i.e. to 4.0 to1.0) for a four consecutive fiscal quarter period following a material acquisition. Compliance with this financial covenant is tested quarterly. The non-financial covenants include limitations on liens, subsidiary debt, mergers, liquidations, asset dispositions and acquisitions. As of December 31, 2015, we were in compliance with our covenants under the Senior Credit Facilities. Our borrowings under these facilities, which have not been guaranteed by any of our subsidiaries, are unsecured and will rank on parity in right of payment with all of our other unsecured and unsubordinated indebtedness from time to time outstanding.

At December 31, 2015, interest was payable on borrowings under the Senior Credit Facilities at the base rate or London Interbank Offered Rate, or LIBOR, plus a specified margin. The specified margin and the annual unused fee, which we pay on the unused portion of the Revolver, are subject to adjustment based on our debt ratings. As of December 31, 2015, we had $0.5 million of letters of credit outstanding under our Senior Credit Facility. As of December 31, 2015, $852.3 million was available for borrowings and there were no outstanding borrowings under the Senior Credit Facilities, which is included in long-term debt on our Consolidated Balance Sheets.

While the underlying final maturity date of the Revolver is November 2020, it is structured to provide borrowings under short-term loans. Because these borrowings primarily have a maturity of ninety days, the borrowings and repayments are presented on a net basis within the financing activities portion of our Consolidated Statements of Cash Flows as net (repayments) borrowings under long-term revolving credit facilities.

CP Program. The Company's $900.0 million CP program has been established through the private placement of CP notes from time to time, in which borrowings bear interest at either a variable rate (based on LIBOR or other benchmarks) or a fixed rate, with the applicable rate and margin. Maturities of CP can range from overnight to 397 days. Because the CP program is backstopped by our Senior Credit Facility, the amount of CP which may be issued under the program is reduced by the outstanding face amount of any letters of credit issued under the facility and, pursuant to our existing Board of Directors authorization, by the outstanding borrowings under our Senior Credit Facility. At December 31, 2015, there were $47.2 million CP notes outstanding.

6.3% and 7.0% Senior Notes. On June 28, 2007, we issued $300.0 million principal amount of 6.3%, ten-year senior notes and $250.0 million principal amount of 7.0%, thirty-year senior notes in underwritten public offerings. Interest is payable semi-annually in arrears on January 1 and July 1 of each year. The net proceeds of the financing were used to repay short-term indebtedness, a substantial portion of which was incurred in connection with our acquisition of TALX. We must comply with various non-financial covenants, including certain limitations on liens, additional debt and mortgages, mergers, asset dispositions and sale-leaseback arrangements. The senior notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.

3.3% Senior Notes. On December 17, 2012, we issued $500.0 million principal amount of 3.3%, ten-year senior notes in an underwritten public offering. Interest is payable semi-annually in arrears on December 15 and June 15 of each year. The net proceeds of the sale of the notes were used to partially finance the acquisition of CSC Credit Services in December 2012. We must comply with various non-financial covenants, including certain limitations on liens, additional debt and mortgages, mergers, asset dispositions and sale-leaseback arrangements. The senior notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.

6.9% Debentures. We have $125 million of debentures outstanding with a maturity date of 2028. The debentures are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.

Cash paid for interest was $61.6 million, $67.9 million and $67.8 million during the twelve months ended December 31, 2015, 2014 and 2013, respectively.